Exhibit 4.1

EXECUTION COPY

FIRST SUPPLEMENTAL INDENTURE

between

WESTPAC BANKING CORPORATION

and

THE BANK OF NEW YORK MELLON

(as successor to The Chase Manhattan Bank)

as Trustee

Dated as of August 27, 2009

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 2009 (the “First Supplemental Indenture”), between WESTPAC BANKING CORPORATION (ABN 33 007 457 141), a company incorporated in the Commonwealth of Australia under the Corporations Act 2001 of Australia and registered in New South Wales (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company and The Chase Manhattan Bank are parties to a Senior Indenture, dated as of July 1, 1999 (the “Base Indenture” and as amended and supplemented by this First Supplemental Indenture, the “Indenture”), relating to the issuance from time to time by the Company of Securities in one or more series as therein provided;

WHEREAS, the Trustee has succeeded The Chase Manhattan Bank as trustee under the Base Indenture;

WHEREAS, Section 8.1(7) of the Base Indenture provides that the Company may enter into a supplemental indenture to establish the forms or terms of Securities of any series as permitted by Sections 2.1 and 3.1 therein;

WHEREAS, in connection with the issuance of the Notes (as defined herein), the Company has duly authorized the execution and delivery of this First Supplemental Indenture to establish the forms and terms of the Notes as hereinafter described;

WHEREAS, Section 8.1(5) of the Base Indenture provides that the Company may enter into a supplemental indenture to change or eliminate any of the provisions of the Base Indenture, provided that change or elimination shall become effective only with respect to any series of Securities which has not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;

WHEREAS, the Company deems it advisable to enter into this First Supplemental Indenture for the purpose of amending and supplementing certain provisions of the Base Indenture; and

WHEREAS, all conditions and requirements of the Base Indenture necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 General Definitions. For purposes of this First Supplemental Indenture:

(a) Capitalized terms used herein without definition shall have the meanings specified in the Base Indenture;

(b) All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and

(c) The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE II

THE NOTES

Section 2.01 Title of Securities. There shall be a series of Securities of the Company designated the “4.20% Notes due February 27, 2015” (the “Notes”).

Section 2.02 Limitation of Aggregate Principal Amount. The aggregate principal amount of the Notes shall initially be limited to US$1,500,000,000. The

Company may from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon (“Additional Notes”). Additional Notes issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such Additional Notes will not be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such Additional Notes would rank equally and ratably.

Section 2.03 Principal Payment Date. The principal amount of the Notes Outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on February 27, 2015, which date shall be the Stated Maturity of the Notes.

Section 2.04 Interest and Interest Rates. The Notes will bear interest at a rate of 4.20% per year from August 27, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and interest on the Notes shall be payable semi-annually in arrears on February 27 and August 27 of each year, beginning on February 27, 2010 and ending on February 27, 2015. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual days elapsed in a partial month in such period. Any payment of principal, premium or interest required to be made on an Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day, and no interest will accrue on that payment for the period from and after such Interest Payment Date to the date of payment on the next succeeding Business Day. For purposes of the Notes, “Business Day” shall mean any calendar day that is not a Saturday, Sunday or legal holiday in New York, London or Sydney and on which commercial banks are open for business in New York, London and Sydney.

Section 2.05 Place of Payment. The Place of Payment where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the Notes and the Indenture may be served initially shall be the Corporate Trust Office of the Trustee maintained for that purpose in the Borough of Manhattan, City of New York.

Section 2.06 Redemption. The Company shall not have the right to redeem the Notes other than pursuant to Section 10.8 of the Base Indenture.

Section 2.07 No Sinking Fund. The Notes are not entitled to the benefit of any sinking fund.

Section 2.08 Form. The Notes shall be issued initially as Registered Securities (as defined in the Base Indenture) in the form of one or more permanent Notes in global form, without coupons, substantially in the form attached hereto as Exhibit A, deposited with The Bank of New York Mellon, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided.

Section 2.09 Denomination. The Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officers of the Company executing the same may determine with the approval of the Trustee.

Section 2.10 Depositary. The Depository Trust Company shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of the Base Indenture, and thereafter, “Depositary” shall mean or include such successor.

Section 2.11 Defeasance; Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Base Indenture will apply to the Notes.

ARTICLE III

AMENDMENTS TO BASE INDENTURE

Section 3.01 Amendment to Section 1.1. The definition of “Corporate Trust Office” in Section 1.1 of the Base Indenture is hereby amended and restated, with respect to all series of Securities issued on or after the date hereof, to read in its entirety as follows:

“‘Corporate Trust Office’ means the office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: International Corporate Trust.”

Section 3.02 Amendment to Section 5.15. Section 5.15 of the Base Indenture is

hereby amended and restated, with respect to all series of Securities issued on or after the date hereof, to read in its entirety as follows:

“Waiver of Sovereign Immunity. To the extent that the Company or any properties, assets or revenues of the Company may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with any Security or any series of this Indenture, the Company, to the extent permitted by applicable law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consent to such relief and enforcement, provided, however, that nothing herein shall affect the applicability of:

(1) Section 13A of the Banking Act 1959 of the Commonwealth of Australia (the “Australian Banking Act”), which provides that in the event of a bank such as the Company becoming unable to meet its obligations or suspending payment thereof, the assets of such bank in the Commonwealth of Australia shall be available to meet, in priority to all other liabilities of the Company:

(i) first, certain obligations of the Company to the Australian Prudential Regulation Authority (“APRA”) (if any) arising under Division 2AA of Part II of the Australian Banking Act in respect of amounts payable by APRA to holders of protected accounts in connection with the financial claims scheme (the “FCS”), established under the Australian Banking Act;

(ii) second, APRA’s costs (if any) in exercising its powers and performing its functions relating to the Company in connection with the FCS; and

(iii) third, the Company’s deposit liabilities in Australia.

(2) Section 86 of the Reserve Bank Act 1959 of the Commonwealth of Australia, which provides, in a winding-up of a bank such as the Company, that debts due to the Reserve Bank of Australia by a bank such as the Company shall, subject to Section 13A of the Australian Banking Act, have priority over all other debts of such bank other than debts due to the Commonwealth of Australia; and

(3) Section 16 of the Australian Banking Act, which provides, in a winding-up of a bank such as the Company, that, subject to Section 13A of the Australian Banking Act, specified debts due to the APRA have priority over all other unsecured debts of the bank.”

Section 3.03 Amendments to Section 7.1. Section 7.1 of the Base Indenture is hereby amended and restated, with respect to all series of Securities issued on or after the date hereof, to read in its entirety as follows:

“Consolidation, Merger or Sale of Assets Permitted. The Company may not merge or consolidate with or into any other Person or sell, convey or transfer all or substantially all of its assets to any Person, unless (i) (A) in the case of such merger or consolidation, the Company is the surviving Person or (B) the Person formed by such consolidation or into which the Company is merged, or the Person that acquires by sale, conveyance or transfer, the assets of the Company expressly assumes by supplemental indenture delivered to the Trustee all the obligations of the Company under the Securities and any coupons appertaining thereto and under this Indenture, (ii) immediately thereafter, giving effect to such merger or consolidation, or such sale, conveyance or transfer, no Event of Default shall have occurred and be continuing and (iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such merger, consolidation, sale, conveyance or transfer complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (which Opinion of Counsel may rely on such Officers’ Certificate with respect to compliance with the preceding clause (ii)). In the event of the assumption by a successor Person of the obligations of the Company as provided in clause (i)(B) of the immediately preceding sentence, such successor Person shall succeed to and be substituted for the Company hereunder and under the Securities and any coupons appertaining thereto and all such obligations of the Company shall terminate and, if such successor Person is organized under the laws of a country other than the Commonwealth of Australia or a political subdivision of a country other than the Commonwealth of Australia, references in Section 9.8(a) hereof (except clause (7) thereof) to “Commonwealth of Australia” shall be treated as references to both the Commonwealth of Australia and the country in which such successor Person is organized or resident (or deemed resident for tax purposes).”

Section 3.04 Amendments to Section 9.8. Section 9.8 of the Base Indenture is hereby amended and restated, with respect to all series of Securities issued on or after the date hereof, to read in its entirety as follows:

“Payment of Additional Amounts. (a) All payments in respect of the Securities shall be made without withholding or deduction for, or on account of, any taxes, assessments or other governmental charges (“relevant tax”) imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision or authority in or of the Commonwealth of Australia, unless the withholding or deduction is required by law. In that event, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holder of the Securities, after such withholding or deduction, will equal the amount that the Holder would have received in respect of the Securities without such withholding or deduction. However, the Company will pay no Additional Amounts for or on account of:

(1) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of the Securities was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein or otherwise had some connection with the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein other than merely holding such Securities, or receiving payments under such Securities;

(2) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of the Securities presented such Securities for payment in the Commonwealth of Australia, unless the Holder, or the beneficial owner, was required to present such Securities for payment and it could not have been presented for payment anywhere else;

(3) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of the Securities presented such Securities for payment more than 30 days after the date such payment became due and was provided for, whichever is later, except to the extent that the Holder or beneficial owner would have been entitled to the additional amounts on presenting such Securities for payment on any day during that 30 day period;

(4) any relevant tax that is an estate, inheritance, gift, sale, transfer, personal property or similar tax;

(5) any relevant tax which is payable otherwise than by withholding or

deduction;

(6) any relevant tax that would not have been imposed if the Holder, or the beneficial owner, of the Securities complied with the Company’s request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of the Securities to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such relevant tax;

(7) any relevant tax that would not have been imposed but for the Holder, or the beneficial owner, of the Securities being an associate of the Company for purposes of section 128F(6) of the Income Tax Assessment Act 1936 of the Commonwealth of Australia (the “Australian Tax Act”);

(8) any relevant tax that is imposed or withheld as a consequence of a determination having been made under Part IVA of the Australian Tax Act (or any modification thereof or provision substituted therefor) by the Australian Commissioner of Taxation that such relevant tax is payable in circumstances where the Holder, or the beneficial owner, of the Securities is a party to or participated in a scheme to avoid such relevant tax which the Company was not a party to;

(9) any relevant tax that is imposed pursuant to European Council Directive 2003/48/EC (the “Directive”) or any law implementing or complying with, or introduced in order to conform to, such Directive, or any agreement entered into by a Member State of the European Union with (A) any other state or (B) any relevant, dependent or associated territory of any Member State of the European Union providing for measures equivalent to, or the same as those provided for by such Directive; or

(10) any combination of the foregoing.

In addition, the Company will pay no Additional Amounts to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the payment in respect of the Securities to the extent such payment would, under the laws of the Commonwealth of Australia or any political subdivision or authority of or in the Commonwealth of Australia, be treated as being derived or received for tax purposes by a beneficiary or

settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to Additional Amounts had it been the Holder of the Securities.

(b) Any reference in this Indenture or any indenture supplemental hereto to principal or interest shall be deemed to also refer to any Additional Amount that may be payable under this Section 9.8.”

ARTICLE IV
MISCELLANEOUS

Section 4.01 Integral Part; Effect of Supplement on Indenture. This First Supplemental Indenture constitutes an integral part of the Indenture. Except for the amendments and supplements made by this First Supplemental Indenture, the Base Indenture shall remain in full force and effect as executed.

Section 4.02 Adoption, Ratification and Confirmation. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 4.03 Trustee Not Responsible for Recitals. The recitals in this First Supplemental Indenture shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or adequacy of this First Supplemental Indenture.

Section 4.04 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one instrument.

Section 4.05 Separability. In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.06 Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity and performance.

[signature page follows]

IN WITNESS WHEREOF, the Company and the Trustee have executed this First Supplemental Indenture as of the date first above written.

WESTPAC BANKING CORPORATION


By:		/s/ Manuela Adl
		Name: Manuela Adl
		Title: Senior Vice President and Chief Operating Officer


	THE BANK OF NEW YORK MELLON, as Trustee


By:		/s/ Joellen McNamara
		Name: Joellen McNamara
		Title: Senior Associate

EXHIBIT A

(FORM OF FACE OF NOTE)

[THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE IN GLOBAL FORM, SUBJECT TO THE FOREGOING.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

No. [·]	CUSIP No. 961214BH5
		ISIN No. US961214BH54

WESTPAC BANKING CORPORATION

4.20% NOTE DUE FEBRUARY 27, 2015

WESTPAC BANKING CORPORATION, a company incorporated in the Commonwealth of Australia under the Corporations Act 2001 of Australia and registered in New South Wales (the “Company”), which term includes any successor corporation

(1) Insert in Global Notes only

under the Indenture hereinafter referred to, for value received, hereby promises to pay to [·] or registered assigns, the principal sum of [·] (US$[·]) on February 27, 2015 (the “Stated Maturity”). The Notes will bear interest at a rate of 4.20% per year from August 27, 2009, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and interest on the Notes shall be payable semi-annually in arrears on February 27 and August 27 of each year (each such date, an “Interest Payment Date”), beginning on February 27, 2010 and ending on February 27, 2015. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual days elapsed in a partial month in such period. Any payment of principal, premium or interest required to be made on an Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day, and no interest will accrue on that payment for the period from and after such Interest Payment Date to the date of payment on the next succeeding Business Day. For purposes hereof, “Business Day” shall mean any calendar day that is not a Saturday, Sunday or legal holiday in New York, London or Sydney and on which commercial banks are open for business in New York, London and Sydney.

Interest on this Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which in the case of the Notes shall be the close of business on February 12 or August 12 (whether or not a Business Day), as the case may be, at the office or agency maintained for such purpose pursuant to the Indenture; provided, however, that at the option of the Company, interest on this Note may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Register or (ii) to a Holder of US$1,000,000 or more in aggregate principal amount of the Notes by wire transfer to an account maintained by the Person entitled thereto as specified in the Register. Any interest on this Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest shall instead be payable to the Person in whose name this Note is registered on the Special Record Date or other specified date in accordance with the Indenture.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed on this day of August, 2009.

		WESTPAC BANKING CORPORATION


		By:
				Name:
				Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and issued under the within-mentioned Indenture.

	The Bank of New York Mellon, as Trustee


Dated:	By:
		Authorized Signatory

(FORM OF REVERSE OF NOTE)

This Note is one of a duly authorized series of securities of the Company, issued and to be issued in one or more series under and pursuant to a Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of August 27, 2009 (the “Supplemental Indenture”), between the Company and the Trustee (the Base Indenture, as so supplemented and amended, the “Indenture”), to which Indenture and all Indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount to US$1,500,000,000; provided, however, that the Company may from time to time, without the consent of the Holders of the Notes, create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will not be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank equally and ratably.

In accordance with Section 10.8 of the Base Indenture, pursuant to the procedure set forth in Article X of the Base Indenture, the Notes may be redeemed at the option of the Company, in whole but not in part, at any time within 90 days following the occurrence of a Tax Event (as defined herein) at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to but excluding the Redemption Date; provided, however, that, if at the time there is available to the Company the opportunity to eliminate, within the 90-day period, the Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that in the Company’s sole judgment has or will cause no adverse effect on the Company or any of its Subsidiaries or Affiliates and will involve no material cost, the Company will pursue that measure in lieu of redemption. “Tax Event” means that the Company has requested and received an opinion of competent tax counsel to the effect that there has been (1) an amendment to, change in or announced proposed change in the laws or regulations under those laws of the Commonwealth of Australia or any political subdivision or authority thereof or therein; (2) a judicial decision interpreting, applying or clarifying those laws or regulations; (3) an administrative pronouncement or action that represents an official position, including a clarification of an official position, of the governmental authority or regulatory body making the administrative pronouncement or taking any action; or (4) a threatened challenge asserted in connection with an audit of

the Company, or any of its Subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Notes, which amendment or change is adopted or which proposed change, decision or pronouncement is announced or which action, clarification or challenge occurs on or after August 24, 2009, following which there is more than an insubstantial risk that any payment on the Notes is, or will be, subject to withholding or deduction in respect of any taxes, assessments or other governmental charges.

Notice of any such redemption of the Notes will be given to Holders of the Notes at their addresses, as shown in the Register, not more than 60 nor less than 30 days prior to the date fixed for redemption, and otherwise in accordance with Article X of the Base Indenture.

The Indenture contains provisions for defeasance and covenant defeasance at any time of the indebtedness evidenced by this Note upon compliance by the Company with certain conditions set forth therein.

If an Event of Default shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration become, due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, on behalf of all of the Holders of the Notes, to waive any Event of Default under the Indenture and its consequences, subject to Section 5.7 of the Base Indenture.

In accordance with Section 9.8 of the Base Indenture, all payments in respect of this Note shall be made without withholding or deduction for, or on account of, any taxes, assessments or other governmental charges (“relevant tax”) imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision or authority in or of the Commonwealth of Australia, unless the withholding or deduction is required by law. In that event, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holder of this Note, after such withholding or deduction, will equal the amount that the Holder would have received in respect of this Note without such withholding or deduction. However, the Company will pay no Additional Amounts for or on account of:

(1) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of this Note was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein or otherwise had some connection with the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein other than merely holding this Note, or receiving payments under this Note;

(2) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of this Note presented this Note for payment in the Commonwealth of Australia, unless the Holder, or the beneficial owner, was required to present this Note for payment and it could not have been presented for payment anywhere else;

(3) any relevant tax that would not have been imposed but for the fact that the Holder, or the beneficial owner, of this Note presented this Note for payment more than 30 days after the date such payment became due and was provided for, whichever is later, except to the extent that the Holder or beneficial owner would have been entitled to the additional amounts on presenting this Note for payment on any day during that 30 day period;

(4) any relevant tax that is an estate, inheritance, gift, sale, transfer, personal property or similar tax;

(5) any relevant tax which is payable otherwise than by withholding or deduction;

(6) any relevant tax that would not have been imposed if the Holder, or the beneficial owner, of this Note complied with the Company’s request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of this Note to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such relevant tax;

(7) any relevant tax that would not have been imposed but for the Holder, or the beneficial owner, of this Note being an associate of the Company for purposes of section 128F(6) of the Income Tax Assessment Act 1936 of the Commonwealth of Australia (the “Australian Tax Act”);

(8) any relevant tax that is imposed or withheld as a consequence of a determination having been made under Part IVA of the Australian Tax Act (or any modification thereof or provision substituted therefor) by the Australian Commissioner of Taxation that such relevant tax is payable in circumstances where the Holder, or the beneficial owner, of this Note is a party to or participated in a scheme to avoid such relevant tax which the Company was not a party to;

Union providing for measures equivalent to, or the same as those provided for by such Directive; or

(10) any combination of the foregoing.

In addition, the Company will pay no Additional Amounts to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the payment in respect of this Note to the extent such payment would, under the laws of the Commonwealth of Australia or any political subdivision or authority of or in the Commonwealth of Australia, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to Additional Amounts had it been the Holder of this Note.

Any reference in this Note to principal or interest shall be deemed to also refer to any Additional Amount that may be payable as provided above.

The Indenture contains provisions permitting the Company and the Trustee, with the written consent of the Holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Outstanding Securities of each series adversely affected thereby to add any provisions to or to change or eliminate any provisions of the Indenture or any supplemental indenture or to modify the rights of the Holders of the Securities of such series, provided that, without the consent of the Holder of each such Security so affected, no such modification shall (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount of any Security or the rate of interest thereon, or change the coin or currency in which any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such amendment or modification, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture, or (c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 9.2 of the Base Indenture, or (d) except to the extent provided in Section 8.1(9) of the Base Indenture, make any change in Section 5.2, 5.7, 5.10 or 8.2 of the Base Indenture except to increase any percentage or to provide that certain other provisions of the Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding Security affected thereby. Any such consent given by the Holder of this Note shall be conclusive and binding upon such Holder and all future Holders of this Note and of any Notes issued on registration hereof, the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place, at the respective time, at the rate and in the coin or currency herein prescribed.

Upon surrender for registration of transfer of this Note, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note or Notes of like tenor and authorized denominations for an equal aggregate principal amount in exchange herefor, subject to the limitations provided in the Indenture. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes (subject to the provisions hereof with respect to determination of the person to whom interest is payable).

Reference is made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are to be authenticated and delivered.

No past, present or future director, officer, employee, agent, member, manager, trustee or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations of the Company or any successor Person, either directly or through the Company or any successor Person, under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation, whether by virtue of any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. By accepting a Note, each Holder agrees to the provisions of Section 1.13 of the Base Indenture and waives and releases all such liability. Such waiver and release shall be part of the consideration for the issue of the Notes.

The Notes of this series shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. [This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the

Indenture.](2) At the option of the Holder, the Notes (except a Note in global form) may be exchanged for other Notes, of any authorized denominations and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Notes to be exchanged at such office or agency.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.

(2) Insert in Global Notes only

TRANSFER NOTICE

FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

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Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer such Note on the books of the Company with full power of substitution in the premises.

Your Signature:

By:

Date:

Signature Guarantee:

By:
	(Participant in a Recognized Signature
	Guaranty Medallion Program)

Date: